SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2000
PROXYMED, INC
(Exact name of registrant as specified in its charter)
FLORIDA 000-22052 65-0202059
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2555 Davie Road
Suite 110
Ft. Lauderdale, Florida 33317
(Address of principal executive offices)
954-473-1001
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 19, 2000, ProxyMed, Inc. (the "Company") announced that its
Board of Directors has commenced a reorganization aimed at reducing costs and
reallocating resources.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release issued on May 19, 2000.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROXYMED, INC.
By: /S/ FRANK M. PUTHOFF
--------------------------------
Name: Frank M. Puthoff
Title: Executive Vice President,
Chief Legal Officer,
and Secretary
Dated: May 19, 2000
3
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release issued on May 19, 2000.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact:
Sara L. Wilkins
Vice President
Investor Relations & Corporate Communications
ProxyMed, Inc.
(954) 473-1001, ext. 300
PROXYMED INC. ANNOUNCES REORGANIZATION AND $8.5 MILLION COST-
REDUCTION INITIATIVE
FT. LAUDERDALE, FLA. - MAY 19, 2000 - ProxyMed Inc., (Nasdaq: PILL), a
leading provider of eHealth physician solutions and business-to-business health
care transaction services, today announced that its Board of Directors has
commenced a reorganization aimed at reducing costs and reallocating resources.
The Company estimates that the reorganization will reduce annual SG&A expenses
by approximately $8.5 million, or 28%, and will reduce its overall workforce by
20%. The Company expects to take a pre-tax charge of approximately $1 million
during the second quarter of 2000 related to the restructuring.
The Board of Directors has assembled an executive committee that will
closely monitor the progress of the Company. The committee, which will report to
the Board of Directors, consists of current Board members Harold Blue and Peter
Saunders, as well as outside consultant Cornelia Eldridge. Ms. Eldridge is
president of Eldridge Associates, Inc., a management consulting firm which
focuses on helping senior executives to strategically organize, manage, and
implement their business plans. As previously announced on May 9th, the Board
will be advised by an investment bank with respect to raising new capital. The
investment bank will also evaluate other strategic alternatives.
The Company also announced that it has accepted the resignations of its
Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief
Marketing Officer,
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and a senior sales executive, which were necessitated by the cost reduction
plan. The recently formed executive committee will immediately commence a search
for a new full-time chief executive to successfully implement the Company's
plans and goals. In the interim, Harold Blue will act as Chief Executive
Officer, reporting to the committee.
The Company further announced that its profitable lab and B2B business
segments would continue to be operated by Tom Hardy in Indiana and Lonnie Hardin
in California, respectively. Jack Guinan will continue to grow and strengthen
ProxyMed's eHealth initiatives from the corporate office in Florida.
"We are undertaking decisive measures in an attempt to restore the true
value of ProxyMed to its shareholders," said Harold Blue. "Today, ProxyMed has
annual recurring healthcare revenue of $30 million from our lab, financial
transactions, and eHealth businesses. Our immediate goal is to impose strict
cost-saving measures as quickly as possible without sacrificing our eHealth
initiative. We believe we can capitalize on the strengths of our core businesses
and our loyal customer base to achieve our goals."
"The capital markets are now sending a clear message that companies
must show improved cash flow, and ProxyMed is determined to meet this challenge
through our newly announced initiative. This reorganization carries with it the
most difficult decision a management team can make - job reductions. This is
painful both for those within the Company, who will be directly affected, and
for those responsible for making this decision."
"Recent studies have shown that in the next decade, more than 30% of
the physician's time will be spent using Web-based tools. Healthcare providers
will have to migrate their organizations toward the Internet to remain
competitive. We believe that our Web portal, proxyMed.com, will be a strong
contender in the race toward physician utilization of the Internet, especially
given our existing physician connectivity to pharmacies, labs, and payers," Mr.
Blue concluded.
ABOUT PROXYMED, INC.
ProxyMed, Inc. is among the nation's largest and most experienced
eHealth companies, supplying eSolutions to physicians and business-to-business
healthcare
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electronic commerce services to health care information systems providers. The
Company's desktop software and its proxyMed.com Web site allow physicians to
exchange clinical and financial messages with insurance companies, labs,
pharmacies, suppliers, and patients in an efficient and secure manner -
simplifying financial, administrative, and clinical processes and resulting in
more cost-effective healthcare management and increased quality of patient care.
NOTE: THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT THE
COMPANY'S CURRENT EXPECTATIONS REGARDING FUTURE EVENTS, INCLUDING THOSE RELATING
TO THE REDUCTION IN THE COMPANY'S EXPENSES. WHILE THESE STATEMENTS REFLECT THE
COMPANY'S BEST CURRENT JUDGMENT, THEY ARE SUBJECT TO RISKS AND UNCERTAINTIES.
ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM PROJECTED RESULTS DUE TO A NUMBER
OF FACTORS, INCLUDING, BUT NOT LIMITED TO ASSUMPTIONS, BELIEFS AND OPINIONS
RELATING TO THE COMPANY'S ABILITY TO CONTINUE ITS BUSINESS OPERATIONS WITH FEWER
EMPLOYEES AND CAPITAL RESOURCES AND THE COMPANY'S ABILITY TO COMPLY WITH THE
TERMS OF THE REDEMPTION ARRANGEMENTS WITH CERTAIN HOLDERS OF ITS SERIES B
CONVERTIBLE PREFERRED STOCK, PROXYMED'S GROWTH STRATEGY BASED UPON PROXYMED'S
INTERPRETATION AND ANALYSIS OF HEALTHCARE INDUSTRY TRENDS AND MANAGEMENT'S
ABILITY TO SUCCESSFULLY DEVELOP, MARKET, SELL AND IMPLEMENT ITS E-COMMERCE
SOLUTIONS, CLINICAL AND FINANCIAL E-TRANSACTION SERVICES AND SOFTWARE
APPLICATIONS TO PHYSICIANS, PHARMACIES, LABORATORIES, AND PAYERS. THESE FACTORS
AND OTHER RISK FACTORS ARE MORE FULLY DISCUSSED IN THE COMPANY'S FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION. PROXYMED EXPRESSLY DISCLAIMS ANY INTENT
OR OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS.
MORE INFORMATION ON PROXYMED IS AVAILABLE ON ITS HOME PAGE AT
HTTP://WWW.PROXYMED.COM.
